Aluminum Specification Document

ALUMINUM SPECIFICATION DOCUMENT

Parties

Recitals

WHEREAS Supplier: is engaged in the manufacture and supply of aluminum products and possesses facilities and quality systems to produce materials to the specification set forth herein;

WHEREAS Purchaser: desires to procure aluminum materials conforming to specified alloy, temper, dimensional tolerances, testing, packaging and delivery requirements on the terms stated in this document;

NOW, THEREFORE, for good and valuable consideration the receipt of which is acknowledged, the parties agree as follows.

Scope of Work

Supplier shall manufacture, inspect and deliver aluminum material in accordance with the specification requirements set forth below and any associated drawings and purchase orders incorporated by reference. Supplier shall perform work in a professional and workmanlike manner in accordance with industry standards.

Material Specification

Testing, Inspection and Acceptance

Supplier shall perform required testing and inspection and shall supply mill test reports (MTRs) or equivalent certification with each shipment. Purchaser reserves the right to perform or cause inspection at destination prior to acceptance. Nonconforming material may be rejected at Purchaser's discretion.

Packaging and Labeling

Delivery

Payment Terms

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above. Termination for convenience requires written notice and payment of Supplier's reasonable and documented costs for work performed to the date of termination.

Confidentiality

Each party shall keep confidential all technical, commercial and other non-public information disclosed by the other party in connection with this Agreement and shall use such information only for performance of obligations hereunder. Confidential information does not include information that is or becomes publicly available through no breach by the receiving party or that is independently developed or rightfully received from a third party. Parties shall implement reasonable safeguards to protect confidential information and shall return or destroy confidential materials upon written request.

Warranties and Remedies

Supplier warrants that all materials supplied under this Agreement shall conform to the specifications set forth herein, be free from defects in material and workmanship, and be merchantable for the intended purpose. The warranty period shall be for a period of twelve (12) months following delivery unless otherwise agreed in writing. Purchaser's exclusive remedies for breach of warranty shall be, at Purchaser's election, repair, replacement or refund of the purchase price for nonconforming material; provided Supplier is given prompt written notice and a reasonable opportunity to investigate and correct nonconformity.

Change Orders

Limitation of Liability

Except for willful misconduct or gross negligence, neither party shall be liable to the other for indirect, incidental, special or consequential damages, including lost profits. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total amount actually paid by Purchaser to Supplier under this Agreement for the specific order giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below without regard to conflict of law principles.

Entire Agreement

This document, together with any purchase orders and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral. No amendment or waiver shall be binding unless in writing and executed by authorized representatives of both parties.

Certifications and Declarations

Supplier certifies that materials supplied under this Agreement comply with all applicable laws, regulations and industry standards and that Supplier shall maintain records substantiating compliance and shall make such records available to Purchaser upon reasonable request. Supplier further certifies that no materials contain prohibited substances as declared by applicable law or by Purchaser's written specification.

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